<PAGE> 1
As filed with the Securities and Exchange Commission on August 24, 1998
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RADIANT SYSTEMS, INC.
--------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Georgia 11-2749765
--------------------------------- -------------------------------
(State or other jurisdiction (I.R.S. Employer Identification
of incorporation or organization) Number)
1000 Alderman Drive, Alpharetta, Georgia 30005
----------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
EMPLOYEE STOCK PURCHASE PLAN
--------------------------------------------------------------------
(Full Title of the Plan)
John H. Heyman
Executive Vice President
Radiant Systems, Inc.
1000 Alderman Drive
Alpharetta, Georgia 30005
(770) 772-3000
-------------------------------------------
(Name, address, telephone number, including
area code, of agent for service)
----------------------
Copies Requested to:
Robert T. Molinet, Esq.
Smith, Gambrell & Russell, LLP
1230 Peachtree Street, N.E.
Suite 3100
Atlanta, Georgia 30309
(404) 815-3643
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered Share(1) Price(1) Registration Fee
------------------- ------------ ------------------ ------------------ ----------------
<S> <C> <C> <C> <C>
Options and Shares of
no par value 1,000,000 $7.75 $7,750,000 $2,287
Common Stock Shares
=============================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based upon the average of the high and low reported
prices of the Common Stock on the Nasdaq National Market System on August 20,
1998.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are hereby incorporated by reference into
this Registration Statement, and all documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities and Exchange
Act of 1934, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing such
documents:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1998;
3. The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1998; and
4. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A as filed with the
Commission on January 27, 1997.
ITEM 4. DESCRIPTION OF SECURITIES.
No response is required to this item.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
No response is required to this item.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
As provided under Georgia law, the Company's Articles of Incorporation
provide that a Director shall not be personally liable to the Company or its
shareholders for monetary damages, for breach of the duty of care or any other
fiduciary duty owed to the Company as a Director, except that such provisions
shall not eliminate or limit the liability of a Director (a) for any
appropriation, in violation of his or her duties, of any business opportunity of
the Company; (b) for acts or omissions which involve intentional misconduct or a
knowing violation of law; (c) for unlawful corporation distributions; or (d) for
any transaction from which the Director received an improper personal benefit.
If applicable law is amended to authorize corporate action further eliminating
or limiting the liability of Directors, the liability of each Director of the
Company shall be eliminated or limited to the fullest extent permitted by
applicable law. These provisions apply to claims against officers, employees,
and agents of the Company as well. Article VI of the Company's Bylaws provides
that the Company shall indemnify a Director who has been successful in the
defense of any proceeding to which he or she was a party or in defense of any
claim, issue or matter therein because he or she is or was a Director of the
Company, against reasonable expenses incurred by him or her in connection with
such defense.
The Company's Bylaws also provide that the Company may indemnify any
Director, officer, employee or agent made a party to a proceeding because he or
she is or was a Director, officer, employee
II-1
<PAGE> 3
or agent against liability incurred in the proceeding if he or she conducted
himself or herself in good faith and reasonably believed, in the case of conduct
in his or her official capacity, that such conduct was in the best interests of
the Company; in all other cases, that such conduct was at least not opposed to
the best interests of the Company; and in the case of any criminal proceeding,
that he or she had no reasonable cause to believe such conduct was unlawful. An
officer who is not a Director, or an officer who is also a Director and is made
a party to a proceeding on the sole basis of an act or omission in his or her
capacity as an officer, may be indemnified as provided by the Articles, Bylaws,
a resolution of the Board or contract; except for liability arising out of
conduct that constitutes (i) an appropriation, in violation of his or her
duties, of any business opportunity of the Company, (ii) acts or omissions that
involve intentional misconduct or a knowing violation of law, (iii) unlawful
corporate distributions, or (iv) any transaction from which the officer received
an improper personal benefit. Determination concerning whether or not the
applicable standard of conduct has been met can be made by (a) a majority of all
of the disinterested members of the Board; (b) a majority of a committee of
disinterested Directors; (c) independent legal counsel; or (d) the shareholders.
No indemnification may be made to or on behalf of a Director, officer, employee
or agent (1) in connection with a proceeding by or in the right of the Company
in which such person was adjudged liable to the Company, except for reasonable
expenses incurred in connection with the proceeding if it is determined that the
Director has met the relevant standard of conduct, or (2) in connection with any
other proceeding with respect to conduct for which such person was adjudged
liable on the basis that personal benefit was improperly received by him or her,
whether or not involving action in his or her official capacity.
The Company may, if authorized by its shareholders by a majority of
votes which would be entitled to be cast in a vote to amend the Company's
Articles of Incorporation, indemnify or obligate itself to indemnify a Director,
officer, employee or agent made a party to a proceeding, including a proceeding
brought by or in the right of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
No response to this item is required.
ITEM 8. EXHIBITS.
The following exhibits are filed with this Registration Statement.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------
<S> <C>
5.1 Opinion of Smith, Gambrell & Russell, LLP.
10.1 Employee Stock Purchase Plan.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Smith, Gambrell & Russell, LLP (contained in
their opinion filed as Exhibit 5.1).
24.1 Powers of Attorney (contained on the signature page to
this Registration Statement).
</TABLE>
II-2
<PAGE> 4
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's Annual Report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Alpharetta, State of Georgia, on the 15th day of May,
1998.
RADIANT SYSTEMS, INC.
By: /s/ Erez Goren
-----------------------------------
Erez Goren
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Erez Goren and John H. Heyman, his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution for him, in his name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, including a Registration Statement
filed under Rule 462(b) of the Securities Act of 1933, as amended, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises as fully and to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE Title Date
--------- ----- ----
<S> <C> <C>
/s/ Erez Goren Co-Chairman of the Board and May 15, 1998
- ----------------------- Chief Executive Officer (principal
Erez Goren executive officer)
/s/ Alon Goren Co-Chairman of the Board and May 15, 1998
- ----------------------- Chief Technology Officer
Alon Goren
/s/ Eric B. Hinkle President, Chief Operating
- ----------------------- Officer and Director May 15, 1998
Eric B. Hinkle
</TABLE>
<PAGE> 6
<TABLE>
<CAPTION>
SIGNATURE Title Date
--------- ----- ----
<S> <C> <C>
/s/ John H. Heyman Executive Vice President, Chief May 15, 1998
- ----------------------- Financial Officer and Director
John H. Heyman (principal financial officer)
/s/ Paul Ilse Controller May 15, 1998
- ----------------------- (principal accounting officer)
Paul Ilse
Director May __, 1998
- -----------------------
James S. Balloun
/s/ Evan O. Grossman Director May 15, 1998
- -----------------------
Evan O. Grossman
</TABLE>
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ -------------------------------------------
<S> <C>
5.1 Opinion of Smith, Gambrell & Russell, LLP.
10.1 Employee Stock Purchase Plan.
23.1 Consent of Arthur Andersen LLP.
</TABLE>
<PAGE> 1
EXHIBIT 5.1
SMITH, GAMBRELL & RUSSELL, LLP
ATTORNEYS AT LAW
TELEPHONE SUITE 3100, PROMENADE II WEBSITE
(404) 815-3500 1230 PEACHTREE STREET, N.E. WWW.SGRATL.COM
FACSIMILE ATLANTA, GEORGIA 30309-3592
(404) 815-3509
--------
ESTABLISHED 1893
Exhibit 5.1
August 21, 1998
Radiant Systems, Inc.
1000 Alderman Drive
Alpharetta, Georgia 30005
RE: Radiant Systems, Inc.
Registration Statement on Form S-8
1,000,000 Shares of no par value
Common Stock
Employee Stock Purchase Plan
Ladies and Gentlemen:
We have acted as counsel for Radiant Systems, Inc. (the "Company") in
connection with the registration of 1,000,000 shares of its no par value Common
Stock (the "Shares") reserved to the Company's Employee Stock Purchase Plan, as
amended (the "Plan"), pursuant to a Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended, covering the
Shares.
In connection therewith, we have examined the following:
(1) The Articles of Incorporation of the Company, certified by the
Secretary of State of the State of Georgia;
(2) The Bylaws of the Company, certified as complete and correct
by the Secretary of the Company;
(3) The minute book of the Company, certified as correct and
complete by the Secretary of the Company; and
(4) The Registration Statement, including all exhibits thereto.
<PAGE> 2
Radiant Systems, Inc.
August 21, 1998
Page Two
Based upon such examination and upon examination of such other
instruments and records as we have deemed necessary, we are of the opinion that
the Shares covered by the Registration Statement have been legally authorized
and when issued in accordance with the terms described in said Registration
Statement, will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
aforementioned Registration Statement on Form S-8 and to the reference to this
firm under the caption "Legal Matters" in the Prospectus. In giving this
consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, or the
rules and regulations of the Securities and Exchange Commission thereunder.
Sincerely,
SMITH, GAMBRELL & RUSSELL, LLP
/s/ Robert T. Molinet
Robert T. Molinet
<PAGE> 1
EXHIBIT 10.1
RADIANT SYSTEMS, INC.
EMPLOYEE STOCK PURCHASE PLAN
1. Purpose. The purpose of the Radiant Systems, Inc. Employee Stock
Purchase Plan (the "Plan") is to encourage and enable eligible employees
of Radiant Systems, Inc. (the "Company") and any of its subsidiaries to
acquire proprietary interests in the Company through the ownership of
Common Stock of the Company. The Company believes that employees who
participate in the Plan will have a closer identification with the
Company by virtue of their ability as stockholders to participate in the
Company's growth and earnings. It is the intention of the Company to
have the Plan qualify as an "employee stock purchase plan" under Section
423 of the Internal Revenue Code of 1986, as amended (the "Code").
Accordingly, the provisions of the Plan shall be construed so as to
extend and limit participation in a manner consistent with the
requirements of that section of the Code.
2. Definitions. The following words or terms have the following meanings:
(a) "Plan" shall mean this Radiant Systems, Inc. Employee Stock
Purchase Plan.
(b) "Company" shall mean Radiant Systems, Inc., a Georgia
corporation.
(c) "Board of Directors" shall mean the Board of Directors of the
Company or the Executive Committee of such Board.
(d) "Shares", "Stock" or "Common Stock" shall mean shares of the no
par value Common Stock of the Company.
(e) "Committee" shall mean the Stock Option Committee of the Board
of Directors of the Company.
(f) "Subsidiary" shall mean any corporation, if the Company owns or
controls, directly or indirectly, more than 50 percent of the
voting stock of such corporation.
(g) "Eligible Employee" shall mean a person regularly employed by
the Company or a Subsidiary (or any predecessor) on the
effective date of any offering of stock pursuant to the Plan;
provided, however, that the Board of Directors may exclude the
employees of any specified Subsidiaries from any offering under
the Plan.
<PAGE> 2
(h) "Offer Period" shall mean, with respect to any offering of Stock
hereunder, the period specified by the Board of Directors or the
Committee during which such offering is effective and
outstanding.
(i) "Grant Date" shall mean the commencement date of the applicable
Offer Period.
(j) "Exercise Date" shall mean the termination date of the
applicable Offer Period.
(k) "Options" shall mean the right or rights granted to Eligible
Employees to purchase the Company's Common Stock under an
offering made under the Plan and pursuant to such Eligible
Employees' elections to participate in such offering.
(l) "Fair Market Value" shall mean the closing sales price of the
Stock as quoted on the over-the-counter market or if the Stock
is not on such date listed on the over-the-counter market, on
the principal market in which such Stock is traded on such date;
provided, however, that if the Stock is not actively traded on
any market which reports closing sales prices, Fair Market Value
shall mean the arithmetic mean of the bid and asked prices for
the Stock; provided further that if the Stock is not traded,
Fair Market Value shall be determined by the Committee.
(m) "Base Pay" shall mean, with respect to any Eligible Employee,
the base salary or wages of such Eligible Employee paid by the
Company to the Eligible Employee during the Base Pay
Determination Period and reported by the Company to the Eligible
Employee as "regular earnings."
(n) "Base Pay Determination Period" shall mean that period of time
immediately preceding the applicable Offer Period which includes
the same number of regular employee pay dates of the Company as
will occur during the applicable Offer Period.
(o) "Applicable Rate" shall mean, with respect to any offering under
the Plan, the per annum rate of interest offered by Trust
Company Bank, in Atlanta, Georgia, on passbook savings accounts
as of the commencement date of such offering.
3. Shares Reserved for Plan. The Shares of the Company's Common Stock to be
sold to Eligible Employees under the Plan may, at the election of the Company,
be either treasury shares or shares originally issued for such purpose. The
maximum number of Shares which shall be reserved and made available for sale
under the Plan shall be 1,000,000. The Shares reserved may be issued and sold
pursuant to one or more offerings under the Plan. With respect to each offering,
the Board of Directors, or the Committee, will specify the number of Shares to
be made available, the commencement date and the termination date of the
applicable Offer Period and
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<PAGE> 3
such other terms and conditions not inconsistent with the Plan as may be
necessary or appropriate. In no event shall the Offer Period for any offering
exceed 27 months from the date the option is granted.
In the event of a subdivision, combination or reclassification
of the Company's Shares, the maximum number of Shares which may
thereafter be issued and sold under the Plan and the number of Shares
subject to options to purchase at the time of such subdivision,
combination or reclassification will be proportionately increased or
decreased, the terms relating to the price at which Shares subject to
options to purchase will be sold will be appropriately adjusted, and
such other action will be taken as in the opinion of the Board of
Directors is appropriate under the circumstances.
4. Administration of the Plan. Except as otherwise provided herein, the
Plan shall be administered by the Committee. Subject to the provisions
of Paragraph 6, the Committee shall be vested with full authority to
make, administer and interpret such equitable rules and regulations
regarding the Plan as it may deem advisable. Except as otherwise
provided herein, any determination, decision or action of the Committee
in connection with the construction, interpretation, administration or
application of the Plan shall be final, conclusive and binding upon all
Eligible Employees and any and all persons claiming under or through an
Eligible Employee.
The Committee may act by a majority vote at a regular or special
meeting of the Committee or by decision reduced to writing and signed by
a majority of the members of the Committee without holding a formal
meeting. Vacancies in the membership of the Committee shall be filled by
the Board of Directors.
The Committee may request that the management of the Company
appoint a "Plan Administrator" to carry out the administrative and
ministerial functions necessary to implement the determinations,
decisions and actions of the Committee with respect to any offering
under the Plan.
5. Offerings. The Plan will be implemented by offerings made by the Company
from time to time as determined by the Committee, but in any event not
more than twelve times per year. Participation in any offering under the
Plan shall neither limit, nor require, participation in any other
offering except that no employee may have more than one authorization
for a payroll deduction in effect simultaneously. No offering under this
Plan shall run concurrently with any other offering under this Plan.
6. Participation in the Plan. (a) Options to purchase the Company's Common
Stock under the Plan shall be granted only to Eligible Employees. With
respect to any offering under the Plan, options to purchase Shares shall
be granted to all Eligible Employees of the
-3-
<PAGE> 4
Company and its Subsidiaries (other than any Subsidiary whose employees
have been excluded from such offering by the Board of Directors) who
have elected to participate in such offering as provided hereunder;
provided, however, that the Board of Directors may determine that any
offering of Common Stock under the Plan will not be extended to highly
compensated employees (within the meaning of Section 414(q) of the Code)
of the Company or its Subsidiaries and provided further that in no event
may an employee be granted an option under this Plan if such employee,
immediately after the option is granted, owns Stock possessing five
percent or more of the total combined voting power or value of all
classes of capital stock of the Company or any Subsidiary.
(b) For the purposes of determining stock ownership under this Paragraph
6, the rules of Section 424(d) of the Code shall apply and Stock which
the employee may purchase under all outstanding options (whether or not
granted under this Plan) shall be treated as Stock owned by the
employee. Any decision relating to whether to include or exclude any
highly compensated employee of the Company pursuant to this Paragraph 6
shall be made only by the Board of Directors or the Committee.
(c) An Eligible Employee may become a participant by completing the form
provided by the Company for such purpose in connection with the
applicable offering and filing it with the Plan Administrator (or such
other person as may be designated by the Company on such form) prior to
the commencement date of the applicable offering. In completing such
form, the Eligible Employee shall designate the method by which he will
pay for the Shares subject to his option by either authorizing a payroll
deduction as provided herein or electing to make a lump sum payment
prior to the termination of the applicable offering. An Eligible
Employee may not elect both a payroll deduction and a lump sum payment
with respect to the same offering.
(d) With respect to any offer hereunder, each participating Eligible
Employee shall have the same rights and privileges subject to the
limitations set forth in Paragraph 10; provided, that the use of Base
Pay (which varies among Eligible Employees) as the basis for determining
the number of Shares for which an Eligible Employee may be granted an
option shall not be construed to create a difference in such rights and
privileges so long as each Eligible Employee has the right to elect the
same percentage of his Base Pay as a payroll deduction or a lump sum
payment under Paragraph 8.
7. Purchase Price. The purchase price for Shares purchased pursuant to the
Plan will be the lesser of (a) an amount equal to 85% of the Fair Market
Value of the Stock on the Grant Date, or if no Shares were traded on
that day, on the last day prior thereto on which Shares were traded; or
(b) an amount equal to 85% of the Fair Market Value of the Stock on the
Exercise Date, or if no Shares were traded on that day, on the last day
prior thereto on which Shares were traded.
-4-
<PAGE> 5
8. Payroll Deductions and Lump Sum Payment. (a) If in the form filed
pursuant to Paragraph 6(c) a participant authorizes a payroll deduction,
such participant shall specify an amount which, in the aggregate during
such offering, is not less than 2 percent and not more than 20 percent
of his Base Pay which will be deducted from his pay in equal (or as
nearly equal as is practicable) installments on each payday during the
time he is a participant in such offering. Payroll deductions for a
participant shall commence on the commencement date of the offering to
which the authorization for a payroll deduction is applicable and shall
end on the termination date of such offering unless sooner terminated by
the Participant as provided in Paragraph 13.
(b) If in the form filed pursuant to Paragraph 6(c) a participant elects
to make a lump sum payment, such participant shall specify an amount
which is not less than 2 percent and not more than 20 percent of his
Base Pay which such participant intends to pay to the Company in a lump
sum prior to the termination of the applicable offering in payment of
the Shares subject to his option.
(c) All payroll deductions made for a participant and all cash payments
made by a participant shall be credited to his account under the Plan.
Except as otherwise provided herein, a participant who has authorized
payroll deductions with respect to an offering may not make any separate
cash payment into such account with respect to such offering. A
participant who has elected to make a lump sum payment instead of
payroll deductions with respect to an offering may not make any cash
payment with respect to such offering other than a lump sum payment.
(d) If for any reason other than the termination of the participant's
employment subject to Paragraph 13(c), a participant who has authorized
payroll deductions with respect to an offering has no pay or his pay is
insufficient (after other authorized deductions) to permit deduction of
his scheduled payroll deductions hereunder during a portion of the Offer
Period, such participant may, prior to the termination of the applicable
Offer Period, make a lump sum payment for credit to his account in an
amount not greater than the aggregate of the scheduled payroll
deductions or portions thereof which were not made.
(e) A participant may discontinue his participation in the Plan as
provided in Paragraph 13, but no other change can be made during an
offering and, specifically, a participant may not alter the rate of his
payroll deductions for that offering and may not switch between the
payroll deduction and lump sum payment options.
9. Grants of Options. Subject to the limitations set forth below in this
Paragraph 9 or in Paragraph 10, each Eligible Employee participating in
an offering shall be granted an option to purchase a fixed maximum
number of Shares determined by the following procedure:
-5-
<PAGE> 6
Step 1 - Determine (a) the aggregate amount which would
be withheld from the Eligible Employee's pay
during the applicable Offer Period in accordance
with such Eligible Employee's authorization for
a payroll deduction or (b) the amount specified
by such Eligible Employee as the intended amount
of such Eligible Employee's lump sum payment,
whichever is applicable;
Step 2 - Determine the figure which represents 85% of the
Fair Market Value on the Grant Date;
Step 3 - Divide the figure determined in Step 1 by the
figure determined in Step 2 and round off the
quotient to the nearest whole number. Subject to
the limitations set forth herein, this final
figure shall be the fixed maximum number of
Shares for which the Eligible Employee may be
granted an option to purchase under the
applicable offering.
In the event the total maximum number of Shares for which options would
otherwise be granted in accordance with this Paragraph 9 under any offering
hereunder exceeds the number of Shares offered, the Company shall allot the
Shares available among the Eligible Employees in such manner as it shall
determine, but generally pro rata, and shall grant options to purchase only for
a reduced number of Shares instead of the maximum number otherwise determined by
the procedure set forth above. In such event, the payroll deductions and the
amounts of the lump sum payments to be made pursuant to the authorizations
therefor shall be reduced accordingly and the Company shall give written notice
of such reduction to each employee affected thereby.
On the Grant Date each participating Eligible Employee shall be granted
an option to purchase the number of Shares determined under this Paragraph 9,
subject to the limitations set forth in Paragraph 10. Notice that an option has
been granted shall be given to each participating Eligible Employee and such
notice shall show the maximum number of Shares subject to such option and the
amount, if any, to be deducted from the Eligible Employee's pay for each payroll
period during the applicable Offer Period or the amount, if any, to be paid by
the Eligible Employee in a lump sum prior to the termination of the applicable
Offer Period, whichever is applicable.
All Shares included in any offering under the Plan in excess of the
total number of Shares for which options are granted hereunder and all Shares
with respect to which options granted hereunder are not exercised shall continue
to be reserved for the Plan and shall be available for inclusion in any
subsequent offering under the Plan.
10. Limitations Of Number Of Options Which May Be Granted And Shares Which
May Be Purchased. The following limitations shall apply with respect to
the number of Shares for
-6-
<PAGE> 7
which each Eligible Employee who elects to participate in an offering
under the Plan may be granted an option hereunder:
(1) No Eligible Employee may purchase Shares under any one offering
pursuant to the Plan for an aggregate purchase price in excess
of 20% of his Base Pay; and
(2) No Eligible Employee shall be granted an option to purchase
Shares under the Plan if such Eligible Employee immediately
after such option is granted, owns stock or holds options to
purchase stock possessing in the aggregate five percent (5%) or
more of the total combined voting power or value of the capital
stock of the Company or of any Subsidiary (under the rules set
forth in Section 424(d) of the Code); and
(3) No Eligible Employee may be granted an option to purchase Shares
which permits his right to purchase Stock under the Plan and all
other stock option plans of the Company and of any Subsidiary
pursuant to Section 423 of the Code to accrue at a rate which
exceeds in any one calendar year $25,000 of the fair market
value of such Stock (determined on the Grant Date).
11. Exercise of Option. (a) Payroll Deductions. (1) Unless a participant who
has authorized payroll deductions with respect to the applicable
offering gives written notice to the Company as hereinafter provided,
his option to purchase Shares with payroll deductions made during such
offering will be exercised automatically for him on the termination date
of the applicable offering, for the purchase of the number of whole
Shares subject to such participant's option which the accumulated
payroll deductions and cash payments, if any, in his account at that
time will purchase at the applicable option price.
(2) By written notice to the Company not earlier than ninety (90)
days prior to the termination date of the applicable offering and not
later than the day prior to such termination date, a participant who has
authorized payroll deductions may elect, effective on the termination
date of such offering, to:
(i) Withdraw all the accumulated payroll deductions and cash
payments, if any, in his account at the termination
date; or
(ii) Exercise his option for a specified number of whole
Shares less than the number of whole Shares subject to
such option which the accumulated payroll deductions and
cash payments, if any, in his account at the termination
date will purchase at the applicable option price.
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<PAGE> 8
(b) Lump Sum Payments. (1) Unless a participant who has elected to
make a lump sum payment with respect to an offering and who has made
such lump sum payment (whether or not in the full amount specified by
such participant on the form filed pursuant to Paragraph 6(c)) with
respect to the applicable offering gives written notice to the Company
as hereinafter provided, his option to purchase Shares with such lump
sum payment will be exercised automatically for him on the termination
date of the applicable offering, for the purchase of the number of whole
Shares subject to such participant's option which the amount of such
lump sum payment will purchase at the applicable option price.
Notwithstanding the terms of any written notice given to the Company
pursuant to Paragraph 11(b)(2), in the event that a participant who has
elected to make a lump sum payment with respect to an offering has not
made such lump sum payment (whether or not in the full amount specified
by such participant on the form filed pursuant to Paragraph 6(c)) prior
to the termination date of such offering, his option to purchase Shares
under such offering will be canceled automatically for him on the
termination date of such offering.
(2) By written notice to the Company not earlier than ninety (90)
days prior to the termination date of the applicable offering and not
later than the day prior to such termination date, a participant who has
elected to make a lump sum payment may elect, effective on the
termination date of such offering, to:
(i) Withdraw the full amount of the lump sum payment in his
account at the termination date; or
(ii) Exercise his option for a specified number of whole
Shares less than the number of whole Shares subject to
such option which the amount of the lump sum payment in
his account at the termination date will purchase at the
applicable option price.
12. Delivery. As promptly as practicable after the termination of each
offering, the Company will deliver to each participant, as appropriate,
either the Shares purchased upon the exercise of his option together
with a cash payment equal to the balance without interest of any payroll
deductions and/or cash payments credited to his account during such
offering which were not used for the purchase of Shares, or a cash
payment equal to the total of the payroll deductions and/or cash
payments credited to his account during such offering together with
interest on the payroll deductions and/or cash payments computed as set
forth in Paragraph 14.
13. Withdrawal. (a) A participant may withdraw payroll deductions and/or
cash payments credited to his account under the Plan at any time by
giving written notice to the Company. All of the participant's payroll
deductions and/or cash payments credited to his
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<PAGE> 9
account will be paid to him promptly after receipt of his notice of
withdrawal, and no further payroll deductions will be made from his pay
except in accordance with an authorization for a new payroll deduction
filed with respect to a different offering in accordance with Paragraph
6(c) and no additional cash payment(s) will be accepted by the Company
for the account of the participant with respect to such offering.
(b) A participant's withdrawal will not have any effect upon his
eligibility to participate in a succeeding offering or in any similar
plan which may hereafter be adopted by the Company; provided, however,
in the event that a participant who is subject to Section 16 under the
Securities Exchange Act of 1934, as amended, gives notice of withdrawal
from an offering hereunder, or if any such participant who has elected
to make a lump sum payment hereunder fails to make such payment prior to
termination of the applicable offering, then such participant shall be
prohibited from participation in another offering under the Plan for a
period of at least six months from (i) the date such notice of
withdrawal is delivered to the Company or (ii) in case of a participant
electing to make a lump sum payment and not making such payment, the
termination date of the offering.
(c) Upon termination of the participant's employment for any reason,
including retirement, the payroll deductions and/or cash payments
credited to his account will be returned to him, or, in the case of his
death, to the person or persons entitled thereto under Paragraph 15 and
all options granted to such participant hereunder and not previously
exercised shall be deemed cancelled.
(d) Any payroll deductions or cash payments returned to a
participant who withdraws from, or terminates his participation in, an
offering for any reason, or paid to any person or persons in accordance
with Paragraph 15, will be credited with interest computed as provided
in Paragraph 14.
14. Interest. In any situation where the Plan provides for the payment of
interest on a participant's payroll deductions or cash payments made in
accordance with the terms thereof, such interest shall be computed at
the Applicable Rate on the average amount in the participant's account
as of the end of each calendar month during the Offer Period and shall
be compounded monthly.
15. Designation of Beneficiary. A participant may file a written designation
of a beneficiary who is to receive any Shares and cash to the
participant's credit under the Plan in the event of such participant's
death prior to delivery to him of such Shares and cash. Such designation
of beneficiary may be changed by the participant at any time by written
notice. Upon the death of a participant and upon receipt by the Company
of proof of the identity and existence at the participant's death of a
beneficiary validly designated by him under the Plan, the Company shall
deliver such Shares and cash to such beneficiary. In the event
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<PAGE> 10
of the death of a participant and in the absence of a beneficiary
validly designated under the Plan who is living at the time of such
participant's death, the Company shall deliver such Shares and cash to
the executor or administrator of the estate of the participant, or if no
such executor or administrator has been appointed (to the knowledge of
the Company) the Company shall deliver such Shares and cash to the
applicable court having jurisdiction over the administration of such
estate. No designated beneficiary shall, prior to the death of the
participant by whom he has been designated, acquire any interest in the
Shares or cash credited to the participant under the Plan.
16. Rights As Stockholder. An Eligible Employee shall have no rights as a
stockholder with respect to Shares subject to an option until such
option has been exercised with respect to such Shares in connection with
the terms hereunder. A certificate for the Shares purchased will be
issued as soon as practicable after the termination of the applicable
offering. Such Shares will be registered in the name of the applicable
Eligible Employee.
17. Options Not Transferable. Neither an Eligible Employee's options nor the
payroll deductions or cash payments credited to such Eligible Employee's
account may be sold, pledged, assigned or transferred in any manner
otherwise than by will or by the laws of descent and distribution, and
during the lifetime of the Eligible Employee, such options may only be
exercised by him or her. If this provision is violated the right of the
Eligible Employee to exercise such options shall terminate and the only
right remaining hereunder with respect to such options and such payroll
deductions and cash payments will be to have paid over to the person
entitled thereto the amount then credited to the Eligible Employee's
account.
18. Application of Funds. All funds received by the Company pursuant to
payroll deductions or cash payments authorized or made in accordance
with the terms hereof and held by the Company at any time may be used
for any valid corporate purpose and will not be maintained in a
segregated account. Except as expressly provided herein, participants
shall not be entitled to earn interest on any such funds held by the
Company hereunder. Until paid over to the applicable Eligible Employee
or used to purchase Shares as provided hereunder, the amount of each
Eligible Employee's payroll deductions and cash payments in connection
with any applicable offering shall represent an indebtedness of the
Company to such Eligible Employee.
19. Governmental Approvals or Consents. The Plan shall not be effective
unless it is approved by the stockholders of the Company within 12
months after the Plan is adopted by the Board of Directors of the
Company. The Plan and any offerings and sales to Eligible Employees
under it are subject to any governmental approvals or consents that may
be or become applicable in connection therewith. The Board of Directors
of the Company may make such changes in the Plan and include such terms
in any offering under the Plan as
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<PAGE> 11
may be necessary or desirable, in the opinion of counsel, so that the
Plan will comply with the rules and regulations of any governmental
authority and so that Eligible Employees participating in the Plan will
be eligible for tax benefits under the Code or the laws of any state.
20. Amendment or Termination. The Board of Directors of the Company may at
any time terminate or amend the Plan. No such termination shall affect
options previously granted, nor may an amendment make any change in any
option theretofore granted which would adversely affect the rights of
any participant nor may an amendment be made without prior approval of
the stockholders of the Company if such amendment would:
(1) Increase the maximum number of shares authorized under Paragraph
3 for sale under the Plan otherwise than as required to reflect
a subdivision, a combination or a reclassification as provided
in Paragraph 3 hereof; or
(2) Change the designation of corporations whose employees are
eligible to participate in the Plan; provided that the exclusion
from an offering of the employees of a Subsidiary of the Company
at the direction of the Committee shall not constitute such an
amendment requiring shareholder approval.
21. Notices. All notices or other communications by a participant to the
Company under or in connection with the Plan shall be deemed to have
been duly given when received by the Chief Financial Officer of the
Company or when received in the form specified by the Company at the
location, or by the person, designated by the Company for the receipt
thereof.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form S-8 of our
report dated February 4, 1998 included in Radiant Systems, Inc.'s Annual Report
on Form 10-K for the fiscal year ended December 31, 1997 and to all references
to our Firm included in this registration statement and related prospectus.
/S/ ARTHUR ANDERSEN LLP
Atlanta, Georgia
August 24, 1998
